PRACTICE AREAS

To focus on the specific legal issues facing our clients, we have divided our practice into specialized areas that offer in-depth knowledge and substantial expertise in these vital areas of the law: Business and Securities; Real Estate; Litigation, Arbitration and Mediation; and Intellectual Property.

Business and Securities

We act as general counsel for smaller public companies who elect to operate with part-time in-house counsel or who use outside counsel to supplement in-house lawyers. In this capacity, we assist clients in the maintenance of corporate records, handling corporate finance and securities matters (1933 and 1934 Act work and public and private offerings), and providing general advice to clients with respect to conducting commercial activities in California and elsewhere, including international transactions.

We provide advice and implement through closing all forms of public and private offering financing. We have represented start-up companies, other issuers and placement agents in the private placement of stock, partnership, LLC and 1031 interests, and other securities, including DSTs and REITs.

As general counsel for the firm's clients, we essentially function in the same manner as in-house counsel. Our commitment is to provide a level of professional service that is as informed about the client's business and as responsive to the client's needs as any service which a dedicated in-house attorney can provide. We often work out of our client’s offices with the senior management teams of the firm's corporate clients and develop a familiarity with the clients' businesses.

Real Estate

• Substantial expertise and experience in the acquisition and sale of all types of real estate, including raw land, shopping centers, office buildings, residential projects, industrial buildings and freestanding commercial real estate. While our focus is in Southern California, we assist with transactions throughout the United States. Borrower and lender representation in real estate loan origination and workouts, including securitized loans; Financing (loan document negotiation and loan opinion preparation)
  
  
• Commercial, retail and industrial leasing (shopping center anchor tenant and major office tenant leasing)
  
  
• Development/Land Use – administrative agency presentations and development agreements; governmental entitlements and redevelopment law
  
  
• Tax-deferred 1031 exchanges
  

Litigation, Arbitration and Mediation

• All facets of commercial litigation, arbitration and mediation (licensed in both state and federal courts)
  
  
• Organization-related disputes, e.g., corporate shareholder and partnership litigation
  


• Litigation arising out of real property sales transactions and the financing of real property (primarily representing institutional lenders)
  Intellectual Property

Intellectual Property: Counseling for designing procedures for software development; establishing and conducting invention disclosure programs; coordinating copyright, patent and trademark registration; IP infringement analysis and enforcement.

• Sales or Purchases Involving Technology or Other Intellectual Property:( intellectual property due diligence; negotiating and drafting agreements for purchase of technology and technology related businesses; asset purchase and stock purchase agreements; protecting client in connection with source code review and evaluation of sensitive technology; preparation of confidentiality agreements; creation and perfection of security interests in intellectual property.)
  
  
• Licensing, Marketing and Distribution: (structure and negotiate marketing joint ventures and strategic partnering agreements; master licensing agreements; third party HW and SW vendor agreements; negotiate domestic and international marketing, agency and distribution agreements through numerous channels (retail, direct corporate, OEM, VAR, Internet); prepare end-user agreements and other forms.)
  
  
• Development: (representation of client in multi-million dollar software development projects for large institutional users; agreements for maintenance and support of software and other technology; source code escrow agreements; agreements for web page and other Internet related development; web hosting agreements.)
  
  
• Electronic Commerce: (counseling regarding consumer protection; law compliance; privacy legislation and policies; web based advertising; linking agreements; electronic payment; export law compliance; digital signatures; content licensing for web-based distribution.)